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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997
REGISTRATION NO. 333-12945
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO THE
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROCKSHOX, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-039655
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
401 CHARCOT AVENUE
SAN JOSE, CALIFORNIA 95131
(Address, Including Zip Code, of Principal Executive Offices)
ROCKSHOX, INC. 1996 STOCK PLAN
(Formerly known as the AMENDED and RESTATED
RSx HOLDINGS, INC. 1996 STOCK OPTION PLAN)
(Full Title of the Plan)
STEPHEN W. SIMONS
PRESIDENT
ROCKSHOX, INC.
401 CHARCOT AVENUE
SAN JOSE, CALIFORNIA 95131
(408) 435-7469
(Name, Address, Including Zip Code, and Telephone Number of Agent For Service)
--------------------
COPY TO:
MICHAEL A. WORONOFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE, SUITE 3400
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGRE- AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) GATE OFFERING PRICE (2) FEE (3)
<S> <C> <C> <C> <C>
Common Stock, par 300,000 $9.125 $2,737,500 $830
value $.01 per share
</TABLE>
(1) Plus such additional number of shares of common stock par value $.01 per
share, ("Common Stock") of ROCKSHOX, INC. as may be issuable pursuant to
the antidilution provisions of the ROCKSHOX, INC. 1996 STOCK PLAN.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the
"Securities Act"), on the basis of the average of the high and low sale
prices for a share of Common Stock on the NASDAQ National Market
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System, the automated quotation system of the National Association of
Securities Dealers, Inc. on November 4, 1997.
(3) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: one-thirty-third (1/33) of one percent of the
Proposed Maximum Aggregate Offering Price of the shares registered hereby.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE.
The purpose of this post-effective amendment is to register 300,000
additional shares of common stock, par value $.01 per share ("Common Stock") of
ROCKSHOX, INC. (the "Registrant") in connection with the ROCKSHOX, INC. 1996
STOCK PLAN.
Pursuant to General Instruction E of Form S-8, the contents of the
Registration Statement of the Registrant on Form S-8 (File No. 333-12945) filed
with the Securities and Exchange Commission on September 27, 1996, including the
documents incorporated by reference therein, are incorporated by reference into
this Registration Statement.
EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
Exhibit No. Description
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5. Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in their opinion filed as Exhibit 5).
24.1 Power of Attorney (included on the signature page of the
original registration statement).
Page 2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Jose, State of California, on this 10th day of
November, 1997.
ROCKSHOX, INC.
By: /s/ CHARLES E. NOREEN JR.
--------------------------------
Charles E. Noreen Jr.
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.
/s/ STEPHEN W. SIMONS President (Chief Executive Officer) November 10, 1997
- - ------------------------- and Director -----------------
Stephen W. Simons Date
/s/ CHARLES E. NOREEN JR. Chief Financial Officer (principal November 10, 1997
- - ------------------------ financial and accounting officer) -----------------
Charles E. Noreen Jr. Date
/s/ Vice President of Advanced
- - ------------------------- Research and Director -----------------
Paul Turner Date
/s/ ADAM E. MAX Vice President and Director November 10, 1997
- - ------------------------- -----------------
Adam E. Max Date
/s/ Director
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John W. Jordan II Date
/s/ Director
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Michael R. Gaulke Date
/s/ GEORGE NAPIER Director November 10, 1997
- - ------------------------- -----------------
George Napier Date
Page 3
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
their opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of the original
registration statement).
Page 4
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Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
November 10, 1997
ROCKSHOX, INC.
401 Charcot Avenue
San Jose, California 95131
Re: ROCKSHOX, INC.
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8
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Ladies and Gentlemen:
At your request, we have examined the Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement") that you
intend to file with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 300,000 additional shares (the "Additional Shares")
of common stock, par value $.01 per share ("Common Stock"), of ROCKSHOX, INC.
(the "Company") to be issued by the Company under the ROCKSHOX, INC. 1996 Stock
Plan, as amended on August 14, 1997 (the "Amended Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Amended Plan, (ii) the Amended and Restated Certificate of Incorporation
of the Company, (iii) the Amended and Restated Bylaws of the Company, (iv)
copies of certain resolutions of the Board of Directors of the Company relating
to, among other things, the Additional Shares, the Amended Plan and the
Registration Statement, (v) draft minutes of the Annual Meeting of Stockholders
of the Company held on August 14, 1997 relating to, among other things, the
Amended Plan and the Additional Shares, (vi) the form of specimen certificate
representing the Common Stock and (vii) such other documents, certificates and
records as we have considered necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinion expressed
herein which we have not independently established or verified, we have relied
upon oral or written statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the Bar in the State of Delaware, and
we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, and assuming (i) the valid
issuance of options pursuant to the Amended Plan and (ii) the conformity of the
certificates representing the Additional Shares to the form thereof examined by
us and the due execution and countersignature of such certificates, we are of
the opinion that the Additional Shares, when issued upon exercise of options in
accordance with the terms of the Amended Plan, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in this registration statement
of ROCKSHOX, INC. on Form S-8 of our reports dated April 25, 1997, on
our audits of the consolidated financial statements and financial statement
schedule of ROCKSHOX, INC. as of March 31, 1997 and 1996 and for the years
ended March 31, 1997 and 1996, the three month period ended March 31, 1995
and the year ended December 31, 1994, included in the Annual Report on Form
10-K of ROCKSHOX, INC. for the year ended March 31, 1997, filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1934.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
San Jose, California
November 7, 1997
